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As filed with the Securities and Exchange Commission on April 19, 1996
Registration No. 333-559
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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POLYVISION CORPORATION
(FORMERLY INFORMATION DISPLAY TECHNOLOGY, INC.)
(Exact name of registrant as specified in its charter)
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NEW YORK 13-3482597
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ALAN J. NICKERSON
CHIEF FINANCIAL OFFICER AND SECRETARY
POLYVISION CORPORATION
866 NORTH MAIN STREET EXTENSION 866 NORTH MAIN STREET EXTENSION
WALLINGFORD, CONNECTICUT 06492 WALLINGFORD, CONNECTICUT 06492
(203) 294-6906 (203) 294-6906
(Address, including zip code, (Name, address, including zip code, and
and telephone number, telephone number, including area code,
including area code, of registrant's of agent for service)
principal executive offices)
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COPIES OF COMMUNICATIONS TO:
SPENCER G. FELDMAN, ESQ.
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
TEL: (212) 801-9200
FAX: (212) 223-7161
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following
box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wallingford, State of Connecticut, on
April 16, 1996.
POLYVISION CORPORATION
By: /s/ Alan J. Nickerson
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Alan J. Nickerson
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven S. Elbaum, Bragi F. Schut, Ivan Berkowitz
and Alan J. Nickerson, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, in any and
all capacities, to sign all amendments (including post-effective amendments) to
the Registration Statement to which this power of attorney is attached, and to
file all those amendments and all exhibits to them and other documents to be
filed in connection with them, including any registration statement pursuant to
Rule 462 under Securities Act of 1933, with the Securities and Exchange
Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity in which Signed Date
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* Chairman of the Board and Director April 16, 1996
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Steven S. Elbaum
* Chief Executive Officer and Director April 16, 1996
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Ivan Berkowitz
/s/ Alan J. Nickerson Chief Financial Officer and April 16, 1996
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Alan J. Nickerson and accounting officer)
* Director April 16, 1996
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Lyman C. Hamilton, Jr.
Director
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Stephen C. Knup
* Director April 16, 1996
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Robert J. Levenson
* Director April 16, 1996
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Thomas M. Ramseur
* Director April 16, 1996
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Bragi F. Schut
By: /s/ Alan J. Nickerson
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Alan J. Nickerson
Attorney-in-Fact
II-1
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
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2.1 Agreement and Plan of Merger, dated as of December 21,
1994, as amended, among IDT, The Alpine Group, Inc.,
Alpine PolyVision, Inc. and Posterloid Corporation.(1)
4.5 Specimen form of New Common Stock Certificate of PolyVision
Corporation.(2)
5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel.*
24.1 Consent of Arthur Andersen LLP, independent public
accountants.
24.2 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel (included in Exhibit 5.1).
24.3 Consent of Price Waterhouse LLP, independent accountants.*
25.1 Power of Attorney (contained on signature page).
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(1) Incorporated herein by reference to Proxy Statement for the
Annual Meeting of Shareholders, dated May 1, 1995.
(2) Incorporated herein by reference to Registration Statement on
Form S-2 (No. 33-93010), effective June 9, 1995.
* Previously filed.
II-2
[caad 214]<PAGE>
EXHIBIT 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of (a) our report dated June 20, 1995
(except with the respect to the matters discussed in Notes 8, 9 and 17, as to
which the date is July 21, 1995) included in PolyVision Corporation's Form 10-K
for the 12 months ended April 30, 1995; and (b) to our report dated June 29,
1994, on the combined financial statements of Alpine PolyVision, Inc. and
Posterloid Corporation included in Information Display Technology, Inc.'s Proxy
Statement dated May 1, 1995, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
New Haven, Connecticut
April 15, 1996
